DESCRIPTION OF THE MERGER Sample Clauses

DESCRIPTION OF THE MERGER. The Agreement provides that the Merger will constitute a merger, under the laws of the State of Florida, of Marine with and into Old Florida. Old Florida will be the surviving corporation, and the separate corporate existence of Marine will cease. Immediately after the Merger, Marine National Bank, a national banking association and the wholly owned subsidiary of Marine, will be merged into Old Florida Bank, a Florida chartered bank and the wholly-owned subsidiary of Old Florida. Old Florida will continue the banking business of Marine. As of May 27, 2003, the authorized capital stock of Old Florida consisted of 5,000,000 common shares, $.01 par value per share ("Old Florida Common"), of which 1, 216,595 were issued and outstanding and 1,000,000 preferred shares, $.01 par value per share, none of which are outstanding. As of May 27, 2003, the authorized capital stock of Marine consisted of 10,000,000 common shares, $.01 par value per share ("Marine Common"), of which 1,150,000 shares were issued and outstanding and 2,000,000 preferred shares, $.01 par value per share, none of which were outstanding. Further, as of May 27, 2003, there were 243,025 shares of Marine Common subject to outstanding stock options and warrants. On the date the Merger becomes effective (the "Effective Date"), each share of Marine Common then issued and outstanding, other than shares of Marine Common (i) held in treasury of Marine, or (ii) as to which the holder has asserted, as of the Effective Date, dissenters' rights in accordance with the provisions of Section 607.1303 of the Florida Business Corporation Act ("Dissenting Shares"), shall be converted into .62 shares of Old Florida Common. Each share of Marine Common held in the treasury of Marine immediately prior to the Effective Date shall, by virtue of the Merger, be canceled and retired and all rights in respect thereof shall cease to exist. Holders of Dissenting Shares shall, upon the effectiveness of the Merger with respect to such Dissenting Shares, have only such rights, if any, as they may have pursuant to Sections 607.1302 and 607.1303 of the Florida Business Corporation Act, and any amounts required by Section 607.1303 to be paid to any holder of Dissenting Shares shall be paid by Old Florida as the surviving corporation.
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DESCRIPTION OF THE MERGER. İşbu birleşme ve devir sözleşmesi (“Devir Sözleşmesi”) bir tarafta, merkezi Meclis-i Mebusan Cad. No:57 Fındıklı 34427 İstanbul adresinde bulunan ve İstanbul Ticaret Sicil Memurluğu’nun 189356 sicil numarasında kayıtlı Türk Ekonomi Bankası A.Ş. (“TEB” veya “Devralan Banka”) ile diğer tarafta, merkezi Yıldız Posta Caddesi No:54 Gayrettepe 34353 İstanbul adresinde bulunan ve İstanbul Ticaret Sicil Memurluğu’nun 86690-30962 sicil numarasında kayıtlı Fortis Bank A.Ş. (“
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DESCRIPTION OF THE MERGER. The Merger Agreement conforms in all material respects to the statements relating thereto contained in the Prospectus and the Merger Agreement is in the form incorporated by reference as an exhibit to the Registration Statement.
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DESCRIPTION OF THE MERGER. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Newco shall be merged with and into Cochrane (the "Merger"). Cochrane shall survive the Merger (the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of North Carolina pursuant to the provisions of the North Carolina Business Corporation Act, as amended (the "North Carolina Corporation Act"). At the Effective Time of the Merger, the corporate existence of Newco shall cease.
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DESCRIPTION OF THE MERGER 
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Related to DESCRIPTION OF THE MERGER

  • Terms of the Merger Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of October 1, 2018, between American and HomeTown (the “Agreement”), at the Effective Time (as defined herein), HomeTown shall be merged with and into American (the “Merger”) in accordance with the provisions of Virginia law, and with the effect set forth in Section 13.1-721 of the Virginia Stock Corporation Act (the “VSCA”). The separate corporate existence of HomeTown thereupon shall cease, and American shall be the surviving corporation in the Merger. The Merger will become effective on the date and at the time shown on the Articles of Merger required to be filed with the office of the Virginia State Corporation Commission, as provided in Section 13.1-720 of the VSCA, effecting the Merger (the “Effective Time”).

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Certain Effects of the Merger At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation Law, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Indiana, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

  • Structure of the Merger Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Tax Treatment of the Merger The parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code.

  • Effects of the Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

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